**Exhibit 10.3**

**SECONDAMENDMENT TO SHAREHOLDERS AGREEMENT**

This SECONDAMENDMENT TO SHAREHOLDERS AGREEMENT, is made and entered into as of April 6,2006 (this “Amendment”), by and between Edwards Lifesciences Corporation, aDelaware corporation (“Edwards”), and PLC Systems Inc., a Yukon Territorycorporation (“PLC”). *Certain capitalizedterms used herein have the meanings ascribed to them in the Agreement (definedbelow).*

**RECITALS**

WHEREAS, theparties hereto have previously entered into a Shareholders Agreement, dated asof January 9, 2001, by and between Edwards and PLC and as amended by theFirst Amendment to Shareholders Agreement dated February 24, 2004 (the “Agreement”);and

WHEREAS, theparties hereto desire to amend certain provisions of the Agreement pursuant to Section 9.9thereof.

**AGREEMENT**

NOW, THEREFORE, inconsideration of the foregoing and the respective covenants and agreements setforth herein, and for other good and valuable consideration, the receipt andsufficiency of which are hereby acknowledged, the parties hereto agree asfollows:

1.                                       AMENDMENTTO SECTION 1.1 OF THE AGREEMENT. Section 1.1 of the Agreement ishereby amended by deleting the definitions of “APPLICABLE LAW” and “EDWARDSDESIGNEE.”

2.                                       AMENDMENTTO SECTION 2.1 OF THE AGREEMENT. Section 2.1 of the Agreement ishereby deleted in its entirety and the following Section 2.1 is insertedin place thereof:

THE PLC BOARD OF DIRECTORS. PLC hereby agrees to take, at any time andfrom time to time, all action necessary and within its power such that the PLCBoard shall consist of not more than ten directors.

3.                                       AMENDMENTTO SECTION 2.2 OF THE AGREEMENT. Section 2.2 of the Agreement ishereby deleted in its entirety and the following Section 2.2 is insertedin place thereof:

GENERAL COVENANT TO VOTE. PLC agrees to take all actions necessary atany time or from time to time to call, or to cause its subsidiaries or theappropriate officers or directors of its subsidiaries to call, one or moreannual meetings of shareholders of its subsidiaries and to vote all securitiesBeneficially Owned or over which control or direction is exercised by PLC atany such annual meeting in favor of, or to consent by

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written consent in lieu of any such meeting to, the taking of anyaction  required by or to effect theintent of this Agreement.

4.                                       AMENDMENTTO SECTION 5.1 OF THE AGREEMENT. Section 5.1 of the Agreement ishereby amended by striking therefrom the word “*fifth,*”and replacing it with the word “*sixth,*” so thatthe expiration of the voting agreement shall be January 9, 2007.

5.                                       AMENDMENTTO SECTION 6.2(F) OF THE AGREEMENT. Section 6.2(f) ofthe Agreement is hereby deleted in its entirety and the following Section 6.2(f) isinserted in place thereof:

So long as Edwards and its Affiliates Beneficially Own at least 5% ofthe PLC Common Shares outstanding on a fully diluted basis, PLC shall use itsbest efforts to ensure that a majority of the Board of Directors is comprisedof directors other than U.S. Shareholder-Appointed Directors, unless previouslyapproved in writing by Edwards so long as it holds Equity Securities.

6.                                       MISCELLANEOUS.

6.1                                 GoverningLaw. This Amendment shall be governed by, interpreted under, and construedin accordance with the internal laws of the State of New York, including,without limitation, Sections 5-1401, 5-1402 of the New York GeneralObligations Law and New York Civil Practice Laws and Rules 327(b).

6.2                                 Counterparts.This Amendment may be executed in two or more counterparts, each of which shallbe deemed an original and all of which shall, taken together, be considered oneand the same amendment, it being understood that the parties need not sign thesame counterpart.

6.3                                 Severability.In the event that any one or more of the provisions contained herein, or theapplication thereof in any circumstances, is held invalid, illegal orunenforceable in any respect for any reason, the parties shall negotiate ingood faith with a view to the substitution therefore of a suitable andequitable solution in order to carry out, so far as may be valid andenforceable, the intent and purpose of such invalid provision; *provided, however*, that the validity,legality and enforceability of any such provision in every other respect and ofthe remaining provisions contained herein shall not be in any way impairedthereby, it being intended that all of the rights and privileges of the partieshereto shall be enforceable to the fullest extent permitted by law.

6.4                                 Ratificationand Reaffirmation. Except as otherwise expressly provided herein, theAgreement remains in full force and effect unamended, and all

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of the terms and provisions of the Agreement, as modified by thisAmendment, are hereby ratified and reaffirmed by Edwards and PLC. Allreferences to the Agreement contained in the Agreement shall mean the Agreementas modified hereby.

*[Remainderof Page Intentionally Left Blank]*

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IN WITNESSWHEREOF, the parties have caused this Amendment to be duly executed anddelivered, all as of the date first set forth above.
|        |   | EDWARDS  LIFESCIENCES CORPORATION |
|--------|--------|-----------------------------------|
|   |   |                              |   |
|   |   |                              |   |
|   |   | By:                               | /s/  John H. Kehl, Jr. |
|   |   | Name:                             | John  H. Kehl, Jr. |
|   |   | Title:                            | Corporate  Vice President, |
|   |   |                              | Strategy  and Business Development |
|   |   |                              |
|   |   |                              |
|   |   |                              |
|   |   | PLC  SYSTEMS INC.                 |
|   |   |                              |   |
|   |   |                              |   |
|   |   | By:                               | /s/  James G. Thomasch |
|   |   | Name:                             | James  G. Thomasch |
|   |   | Title:                            | Senior  Vice President & |
|   |   |                              | Chief  Financial Officer |

 

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